Exhibit 10.1


 


 





STANDARD
OFFICE LEASE AGREEMENT (NET)


 


THIS LEASE AGREEMENT
(hereinafter called the "Lease Agreement") made as of the 13th day of December, 2016, by and between River Valley
Business Center, having offices at W10887 875th Ave, River Falls, WI 54022 (hereinafter called the "Landlord"),
and Sajan, Inc., (hereinafter called the "Tenant").


 


WITNESSETH


 


FOR AND IN CONSIDERATION
of the sum of One Dollar ($1.00) in hand paid by each of the parties to the other, and other good and valuable consideration, receipt
and sufficiency of which is hereby acknowledged, Landlord does hereby lease and let unto Tenant, and Tenant does hereby hire, lease
and take from Landlord, the premises (hereinafter called the "Premises") consisting of the entire building, containing
approximately 24,000 square feet, at 625 Whitetail Blvd. (hereinafter called the "Building") in the City of River
Falls, County of St Croix, State of Wisconsin.


 


ARTICLE 1
- TERM


 


To have and to hold
said Premises for a term of 5 years, commencing February 1, 2017 and terminating January 31, 2022 (hereinafter called the "Term")
upon the rentals and subject to the conditions set forth in this Lease Agreement, and the Exhibits attached hereto. The commencement
and termination dates are specifically subject to the provisions of Article 5 hereof.


 


Notwithstanding anything
herein to the contrary, provided Tenant is not then in default under this Lease beyond any applicable notice or cure period, Tenant
shall have the right to terminate this Lease effective February 1, 2020, by delivering at least three (3) months’ prior written
notice to Landlord. Should Tenant exercise its termination right, Landlord agrees to use good faith, commercially reasonable efforts
to lease the Premises to one or more new tenants on terms reasonably acceptable to Landlord. In order for Tenant’s termination
to be effective, Tenant shall be required to pay a termination fee (“Termination Fee”) equal to the total Minimum
Rent, Operating Expenses and Real Estate Taxes due under this Lease for the period commencing February 1, 2020 and expiring January
31, 2021, subject to adjustment as hereinafter set forth. Tenant shall pay the Termination Fee in installments, on a monthly basis,
in the same manner as Tenant is required to pay Minimum Rent, Operating Expenses and Real Estate Taxes by this Lease. Notwithstanding
the foregoing, should Landlord lease all or any portion of the Premises to one or more new tenants prior to January 31, 2021, then
any remaining installments of the Termination Fee shall be reduced by the amount of monthly rent received by Landlord from such
new tenant(s) until January 31, 2021. In no event shall the Termination Fee exceed the total amount of Minimum Rental, Operating
Expenses and Real Estate Taxes due for the period February 1, 2020 through January 31, 2021. Landlord shall deliver written notice
to Tenant within five (5) days after signing a lease with a new tenant for any portion of the Premises, which notice shall include
the amount of rent to be paid by the new tenant, the date such rent shall first become due, and a statement of the adjustment to
the Termination Fee on account thereof.


 


ARTICLE 2
- USE


 


The Premises shall
be used by the Tenant solely for the following purposes: any legal purpose.


 


ARTICLE 3
- RENTALS


 


Tenant agrees to pay
to Landlord as minimum rental (hereinafter called "Minimum Rental") for the Premises, without notice set-off or
demand, the sum of Twenty-Eight Thousand-Six Hundred and Six Dollars ($28,606.00) per month, to be due and payable by Tenant in
advance on the first day of each calendar month during the Term of this Lease Agreement, or any extension or renewal thereof, at
the office of Landlord set forth in the preamble to this Lease Agreement or at such other place as Landlord may designate in writing.
In the event of any fractional calendar month, Tenant shall pay for each day in such partial month a rental equal to 1/30 of the
Minimum Rental. Tenant agrees to pay, as “Additional Rent”, which shall be collectible to the same extent as
Minimum Rental, Real Estate Taxes and Operating Expenses pursuant to Article 6 herein, as well as all amounts which may become
due to Landlord hereunder and any tax, charge or fee that may be levied, assessed or imposed upon or measured by the rents reserved
hereunder by any governmental authority acting under any present or future law before any fine, penalty, interest or costs may
be added thereto for non-payment. Landlord's estimated Operating Expenses for 2017 are $50,000 and estimated Real Estate Taxes
for 2017 are $57,000.


 


ARTICLE 4
- Condition of the premises


 


Tenant agrees to accept
the Premises in “as-is” condition, except for Landlord’s obligations as provided herein. Any future improvements
to the Premises shall be subject to Article 12 herein below and performed in compliance with all applicable governmental laws,
ordinances and regulations.


 


ARTICLE 5
- POSSESSION


 


Except as otherwise
provided, Landlord shall deliver possession of the Premises on or before the date hereinabove specified for commencement of the
Term, but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreement.
Should the commencement of the rental obligations of Tenant under this Lease Agreement occur for any reason on a day other than
the first day of a calendar month, then in that event solely for the purposes of computing the Term of this Lease Agreement, the
commencement date of the Term shall become and be the first day of the first full calendar month following the date when Tenant's
rental obligation commences, or the first day of the first full calendar month following the commencement date set out in Article
1 (if such is other than the first date of a calendar month), whichever date is later, and the termination date shall be adjusted
accordingly; provided however, that the termination date shall be the last day of a calendar month, which date shall in no event
be earlier than the termination date set out in Article 1. Within ten (10) days after the written request of either party, Landlord
and Tenant shall execute a ratification agreement which shall set forth the final commencement and termination dates for the Term
and shall acknowledge the Minimum Rental, the square footage of the Premises, and delivery of the Premises in the condition required
by this Lease Agreement.


 



    	 	
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ARTICLE 6
- REAL ESTATE TAXES AND OPERATING EXPENSES


 


A.                 
During each full or partial calendar year during the Term of this Lease Agreement, Tenant shall pay to Landlord, as Additional
Rental, an amount equal to the estimated Real Estate Taxes and Operating Expenses (both as hereinafter defined).


 


B.                  
Landlord shall, each year during the Term of this Lease Agreement, give Tenant an estimate of Operating Expenses and Real
Estate Taxes payable for the coming calendar year. Tenant shall pay, as Additional Rental, along with its monthly Minimum Rental
payments required hereunder, one-twelfth (1/12) of such estimated Operating Expenses and Real Estate Taxes and such Additional
Rental shall be payable until subsequently adjusted for the following year pursuant to this Article.


 


C.                  
As soon as possible after the expiration of each calendar year, but no later than March 1, Landlord shall determine and
certify to Tenant in a written statement the actual Operating Expenses and Real Estate Taxes for the previous year. If such statement
shows that Landlord's payments of Operating Expenses and Real Estate Taxes exceeds Tenant's estimated monthly payments for the
previous calendar year, then Tenant shall, within twenty (20) days after receiving Landlord's certification, pay such deficiency
to Landlord. In the event of an overpayment by Tenant, such overpayment shall be refunded to Tenant, at the time of certification,
in the form of an adjustment in the Additional Rental next coming due, or if at the end of the Term by a refund to be delivered
along with the statement of actual Operating Expenses and Real Estate Taxes.


 


D.                 
For the purposes of this Article, the term "Real Estate Taxes" means the total of all taxes, fees, charges
and assessments, general and special, ordinary and extraordinary, foreseen or unforeseen, which become due or payable upon the
Building during the Term. All reasonable costs and expenses incurred by Landlord during negotiations for or contests of the amount
of Real Estate Taxes shall be included within the term "Real Estate Taxes", provided, provided that the fees of attorneys
and consultants may only be included if they are paid on a contingent fee basis. In the event that any such negotiation, contest
or appeal results in a refund of Real Estate Taxes for any year, Tenant shall be entitled to receive such refund, pro-rated for
the period with respect to which Tenant paid Real Estate Taxes for such year, after deducting from the refund Tenant payment of
the reasonable cost of such negotiation, contest or appeal to the extent not paid by Tenant as Additional Rent. Subject to Article
6.E, for purposes of this Article, the term "Operating Expenses" shall be deemed to mean all reasonable costs
and expenses directly related to the Building incurred by Landlord in the repair, operation, management and maintenance of the
Building, including interior and exterior and common area maintenance, landscaping, snow removal, cleaning expenses, energy expenses,
and insurance premiums. Landlord may also include in Operating Expenses the amortization of capital investments for the Building
in accordance with generally accepted accounting principles, but only to the extent such capital investments (i) are made to reduce
Operating Expenses, and then only to the extent of the reduction, (ii) are required to comply with insurance requirements imposed
after the date of this Lease Agreement, or (iii) are required to comply with applicable laws or regulations enacted after the date
of this Lease Agreement.


 


E.                  
Notwithstanding anything herein to the contrary, Operating Expenses shall not include any of the following: (i) depreciation
of the Building or its major components; (ii) principal or interest payments on any mortgages relating to the Building; (iii) rental
payments on any ground or underlying lease net of any expenses characterized as rent which relate to the operation or maintenance
of the Building; (iv) any fees (including attorneys’ fees) and/or costs incurred in obtaining mortgages or ground or underlying
leases described in clause (iii), above; (v) special assessments to the extent such assessments exceed the amount that would be
payable if the assessments were paid in installments over the maximum permissible period; (vi) debt service on indebtedness of
Landlord; (vii) capital expenditures to the extent incurred in connection with the construction of additional buildings on the
land or expansion of existing Building; (viii) costs incurred in advertising and marketing the Building (ix) costs of leasing space
within the Building to third parties, including procurement, negotiation and execution of tenant leases, including, without limitation,
attorneys’ fees and brokers’ commissions; (x) costs associated with the formation or operation of the entity which
constitutes Landlord (as distinguished from the costs of operation of the Building); (xi) any interest, penalties or charges incurred
by Landlord due to Landlord’s failure to timely pay obligations relating to the Building, other than interest on special
assessments and any interest and penalties which result from Tenant’s failure to pay when due any Minimum Rental or Additional
Rent for which Tenant is responsible under the Lease Agreement; (xii) expenses for which Landlord is reimbursed (net of costs of
collection), including without limitation reimbursements from insurance, from Tenant, or from other tenants (such as reimbursement
for repairs) or pursuant to contractors’ or others’ warranties or condemnation, but excluding those expenses reimbursed
by Tenant in the form of payments of Additional Rent; (xiii) cost of repairs due to condemnation or casualty, except to the extent
such costs would be includable in actual Operating Expenses if such repairs were made for reasons other than condemnation or casualty;
(xiv) payments by Landlord to affiliates that exceed market rate; (xv) bad faith payments or kick-backs; (xvi) operating costs
of Landlord’s business (including preparing tax returns and other entity related expenses not associated with the actual
operation of the Building); (xvii) cost incurred due to Landlord negligent acts, as established by a court of competent jurisdiction;
(xviii) any duplicative charges; or (xvix) management or administrative fees.


 


F.                  
Upon reasonable notice, Landlord shall make available for Tenant’s inspection at Landlord’s River Falls, Wisconsin,
offices, Landlord’s records relating to Additional Rent. Tenant shall have the right to audit Landlord’s books and
records pertaining to Additional Rent by giving Landlord ten (10) days’ notice of its intention to do so. If the results
of said audit evidence an error by Landlord in calculating Additional Rent, in excess of three percent (3%) for any of said items,
Landlord shall be responsible for the cost of the audit.


 



    	 	
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G.                 
Landlord may at any time designate a fiscal year in lieu of a calendar year and in such event, at the time of such a change,
there may be a billing for the fiscal year which is less than 12 calendar months.


 


H.                 
Landlord reserves, and Tenant hereby assigns to Landlord, the sole and exclusive right to contest, protest, petition for
review, or otherwise seek a reduction in the Real Estate Taxes, in accordance with Article 6.D hereinabove.


 


ARTICLE 7
- UTILITIES AND SERVICE


 


A.                 
Landlord agrees to furnish water, electricity, and elevator service to the Premises. To the extent any such utilities are
separately metered to the Premises, Tenant agrees to pay when due all utility charges incurred directly to the utility provider.
To the extent any utilities consumed by Tenant at the Premises are not separately metered to the Premises, Landlord shall pay for
such utilities and include the costs for same in Operating Expenses. Landlord shall also provide janitorial services to the Premises,
the cost of which may be included in Operating Expenses.


 


B.                  
Landlord agrees to furnish adequate heat and air conditioning to the Premises as needed to provide for the reasonable comfort
of Tenant and its employees at all times.


 


C.                  
No temporary interruption or failure of such services incidental to the making of repairs, alterations or improvements,
or due to accidents or strike or conditions or events not under Landlord's control, shall be deemed as an eviction of the Tenant
or relieve the Tenant from any of the Tenant's obligations hereunder. Notwithstanding the foregoing, if through no fault of Tenant
or anyone claiming by, through or under Tenant, or any of their agents, employees, contractors, licensees or invitees, any utility
service to the Premises is interrupted as a result of which Tenant is unable to fully operate the Premises for use permitted by
this Lease Agreement for more than three (3) consecutive days, then beginning on the fourth (4th) consecutive day of such interruption
and failure by Tenant to operate, and continuing for so long as such interruption and failure continue, all Minimum Rental shall
abate in full and Tenant shall have no liability for the same.


 


ARTICLE 8
- NON-LIABILITY OF LANDLORD


 


Except in the event
of negligence or willful misconduct of Landlord, its agents, employees or contractors, or as otherwise provided in this Lease Agreement,
Landlord shall not be liable for any loss or damage for failure to furnish heat, air conditioning, electricity, elevator service,
water, sprinkler system or janitorial service. Landlord shall not be liable for personal injury, death or any damage from any cause
about the Premises or the Building unless caused by Landlord's negligence or willful misconduct.


 


ARTICLE 9
- CARE OF PREMISES


 


A.                 
Tenant agrees:


 


1.                   
To keep the Premises in as good condition and repair as they were in at the time Tenant took possession of same, reasonable
wear and tear and damage from fire and other casualty required to be insured against by this Lease Agreement excepted;


 


2.                   
To keep the Premises in a sanitary condition;


 


3.                   
Not to commit any nuisance or waste on the Premises, overload the Premises or the electrical, water and/or plumbing facilities
in the Premises or Building, or throw foreign substances in plumbing facilities; and


 


4.                   
To use carpet protector mats in all locations within the Premises where chairs with castors are used.


 


B.                  
If Tenant shall fail to keep and preserve the Premises in the state of condition required by the provisions of this Article
9, and such failure shall continue after the expiration of the applicable notice and cure period set forth in Article 20, then
Landlord may at its option put or cause the same to be put into the condition and state of repair agreed upon, and in such case
the Tenant, on demand, shall pay the reasonable cost thereof.


 


C.       Landlord,
at its sole cost and expense, shall be responsible for the maintenance of Building mechanicals (including plumbing, heating and
air conditioning system) and structural components of the Building (including roof, foundation and walls and exterior improvements).
Landlord shall also be responsible for snow removal and lawn care, the costs of which shall be included in Operating Expenses.
Landlord agrees to make all of the aforesaid repairs and replacements within a reasonable time after notice thereof from Tenant,
not to exceed thirty (30) days; provided, however, that Tenant may make emergency repairs and replacements and deduct the cost
thereof from the Minimum Rental or other payments due from Tenant hereunder. Tenant agrees to notify Landlord of such repairs and
replacements promptly after the need for the same becomes known.


 


ARTICLE 10
- NON-PERMITTED USE


 


Tenant agrees to use
the Premises only for the purposes set forth in Article 2 hereof. Tenant further agrees not to commit or permit any act to be performed
on the Premises or any omission to occur which shall be in violation of any statute, regulation or ordinance of any governmental
body or which will increase the insurance rates on the Building or which will be in violation of any insurance policy carried on
the Building by the Landlord. Tenant, at its expense, shall comply with all governmental laws, ordinances, rules and regulations
applicable to Tenant’s specific use of the Premises and its occupancy and shall promptly comply with all governmental orders,
rulings and directives for the correction, prevention and abatement of any violation upon, or in connection with the Premises or
Tenant’s specific use or occupancy of the Premises, including the making of any alterations or improvements to the Premises
made by Tenant, all at Tenant’s sole cost and expense. Landlord shall bear the entire cost of causing compliance with governmental
orders, rulings and directives for, and for correcting any violation upon, the common areas of the Building.


 



    	 	
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ARTICLE 11
- INSPECTION


 


The Landlord or its
employees or agents shall have the right without any diminution of rent or other charges payable hereunder by Tenant to enter the
Premises at all reasonable times upon at least 48 hours’ prior notice for the purpose of exhibiting the Premises to prospective
tenants or purchasers, inspection, cleaning, repairing, or testing the same, but nothing contained in this Article shall be construed
so as to impose any obligation on the Landlord to make conduct such activities. During any such period of entry, Landlord shall
use best efforts to minimize interference with Tenant’s operations at the Premises.


 


ARTICLE 12
- ALTERATIONS


 


Tenant will not make
any alterations, repairs, additions or improvements in or to the Premises that will disturb or in any way change any plumbing,
wiring, life/safety or mechanical systems, locks, or structural components of the Building (collectively, the “Building
Systems and Components”) without the prior written consent of the Landlord as to the character of the alterations, additions
or improvements to be made, the manner of doing the work, and the contractor doing the work, which consent shall not be unreasonably
withheld or delayed. All such work shall comply with all applicable governmental laws, ordinances, rules and regulations. The Landlord
as a condition to said consent may require a surety performance and/or payment bond from the Tenant for said actions. Tenant agrees
to indemnify and hold Landlord free and harmless from any liability, loss, cost, damage or expense (including attorney’s
fees) by reasons of any said alteration, repairs, additions or improvements, except for claims arising from Landlord’s negligence
or willful misconduct. Notwithstanding anything herein to the contrary, Tenant shall be permitted to perform interior, non-structural,
additions or improvements to the Premises that do not impact the Building Systems and Components without Landlord’s prior
consent.


 


ARTICLE 13
- SIGNS


 


Tenant agrees that
no signs or other advertising materials shall be erected, attached or affixed to any portion of the interior or exterior of the
Premises or the Building without the express prior written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed. Landlord hereby consents to Tenant’s signage currently existing the Premises.


 


ARTICLE 14
- PARKING AND LOADING AREAS


 


A.                 
Tenant shall have the right of exclusive use of (a) all automobile parking areas, driveways and walkways at the Premises,
and (b) loading facilities, freight elevators and other facilities as may be constructed in the Building, all to be subject to
the terms and conditions of this Lease Agreement and to the Rules and Regulations.


 


B.                  
Landlord and Tenant agree that Landlord will not be responsible for any loss, theft or damage to vehicles, or the contents
thereof, parked or left in the parking areas of the Building. Tenant further agrees not to use or permit its employees, visitors
or invitees to use the parking areas for overnight storage of vehicles.


 


ARTICLE 15
- ASSIGNMENT AND SUBLETTING


 


A.                 
Tenant agrees not to assign, sublet, license, mortgage or encumber this Lease Agreement, the Premises, or any part thereof,
whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of Landlord, in each instance
not to be unreasonably withheld, conditioned or delayed. If Tenant is a corporation or a partnership, transfer of a controlling
interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord
in one such instance shall not be a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent
instance. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, Tenant shall give
written notice to Landlord at least thirty (30) days prior to the proposed subletting or assignment, which notice shall state the
name of the proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or
other relevant financial information of the proposed subtenant or assignee. At Landlord’s option, any and all rental payments
by the proposed assignee or sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any event
no subletting or assignment shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed
by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord from any other person shall not be
deemed to be a waiver by Landlord of any provision hereof. At Landlord’s option, Landlord may terminate the Lease Agreement
in lieu of giving its consent to any proposed assignment of this Lease Agreement or subletting of the Premises by delivering written
notice to Tenant (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant);
provided, if Landlord elects to terminate the Lease, Tenant shall have the right to withdraw its proposed assignment or sublease
within five (5) days after receipt of Landlord’s termination notice, in which case such termination shall be null and void
and this Lease Agreement shall continue in full force and effect.


 


B.                  
Notwithstanding anything in this Lease Agreement to the contrary, Landlord’s consent to sublease or assign shall not
be required where Tenant subleases or assigns all or part of the Premises to any related entity which controls Tenant, is controlled
by Tenant, or is under common control with Tenant, or if Tenant is acquired or sells substantially all of its assets pursuant to
a merger or acquisition.


 



    	 	
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C.                  
Landlord’s right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the Building
and, provided the purchaser succeeds to the interests of Landlord under this Lease Agreement and accepts and assumes all of Landlord’s
obligations hereunder, Landlord shall thereupon be entirely freed of all obligations of the Landlord hereunder and shall not be
subject to any liability resulting from any act or omission or event occurring after such conveyance.


 


ARTICLE 16
- LOSS BY CASUALTY


 


If more than twenty
percent (20%) of the Premises is damaged by casualty, Tenant may terminate this Lease Agreement provided it gives Landlord notice
within ninety (90) days of the damage. If this Lease Agreement is not so terminated, Landlord shall promptly restore the Premises
to as near the condition which existed immediately prior to such casualty as may be reasonably possible. Tenant’s obligation
to pay rentals and other amounts payable by Tenant hereunder shall abate during such period of time that the Premises are untenantable
in the proportion that the untenantable portions of the Premises bears to the entire Premises. In the event Landlord has not actually
restored the Premises to a tenantable condition within one hundred eighty (180) days of Landlord’s notice that it intends
to restore, Tenant may terminate this Lease Agreement upon thirty (30) days’ written notice to Landlord.


 


ARTICLE 17
- ARTICLE 17 – WAIVER OF SUBROGATION


 


Landlord and Tenant
hereby release the other from any and all liability or responsibility to the other or anyone claiming through or under them by
way of subrogation or otherwise for any loss or damage to property caused by fire or any of the extended coverage or supplementary
contract casualties required to be carried by either party by this Lease Agreement, even if such fire or other casualty shall have
been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible.


 


ARTICLE 18
- EMINENT DOMAIN


 


If the entire Building
is taken by eminent domain, this Lease Agreement shall automatically terminate as of the date of taking. In the event twenty percent
(20%) of the Premises shall be condemned by any competent authority under power of eminent domain or conveyed in anticipation or
in lieu of such condemnation, then either party shall have the right to terminate this Lease Agreement by written notice to the
other given within thirty (30) days of the effective date of the taking or deed in lieu thereof. All rentals and other amounts
payable by Tenant hereunder shall be apportioned as of the date of the termination of this Lease Agreement, and any excess rentals
or other amounts paid in advance shall be repaid to Tenant. If a portion of the Premises is taken by eminent domain and this Lease
Agreement is not terminated, the Landlord shall, at its expense, restore the Premises to as near the condition which existed immediately
prior to the date of taking as reasonably possible, and the rentals shall abate during such period of time as the Premises are
untenantable, in the proportion that the untenantable portion of the Premises bears to the entire Premises. All damages awarded
for such taking under the power of eminent domain shall belong to and be the sole property of Landlord, irrespective of the basis
upon which they are awarded, provided, however, that nothing contained herein shall prevent Tenant from making a separate claim
to the condemning authority for its moving expenses and trade fixtures. For purposes of this Article, a taking by eminent domain
shall include Landlord’s giving of a deed under threat of condemnation.


 


ARTICLE 19
- SURRENDER


 


On the last day of
the Term of this Lease Agreement or on the sooner termination thereof in accordance with the terms hereof, Tenant shall peaceably
surrender the Premises in a condition consistent with Tenant’s duty to make repairs as provided in Article 9 hereof, reasonable
wear and tear and damage from casualty loss excepted. On or before said last day, Tenant shall at its expense remove all of its
equipment from the Premises, repairing any damage caused thereby, and any property not removed shall be deemed abandoned. All alterations,
additions and fixtures other than Tenant’s trade fixtures, which have been made or installed by either Landlord or Tenant
upon the Premises shall remain as Landlord’s property and shall be surrendered with the Premises as a part thereof, or shall
be removed by Tenant, at the option of Landlord, which option must be exercised in writing at the time such alterations, additions
and fixtures are installed, in which event Tenant shall at its expense repair any damage caused thereby. It is specifically agreed
that Tenant shall have the right, at Tenant’s option, to surrender and leave in place any and all telephonic, coaxial, ethernet,
or other computer, wordprocessing, facsimile, or electronic wiring installed by Tenant within the Premises, at the expiration of
the Term. If the Premises are not surrendered at the end of the Term or the sooner termination thereof, Tenant shall indemnify
Landlord against loss or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation,
claims made by any succeeding tenant founded on such delay. Tenant shall promptly surrender all keys for the Premises to Landlord
at the place then fixed for payment of rental and shall inform Landlord of combinations on any locks and safes on the Premises.


 


ARTICLE 20
- NON-PAYMENT OF RENT, DEFAULTS


 


If any one or more
of the following occurs: (1) a rent payment or any other payment due from Tenant to Landlord shall be and remain unpaid in whole
or in part for more than ten (10) days after Tenant’s receives written notice that the same is past due; (2) Tenant shall
violate or default on any of the other covenants, agreements, stipulations or conditions herein, or in any parking agreement(s)
or other agreements between Landlord and Tenant relating to the Premises, and such violation or default shall continue for a period
of thirty (30) days after written notice from Landlord of such violation or default, provided, if the nature of such default requires
more than thirty (30) days, Tenant shall have such additional time as is reasonably necessary to cure the default provided Tenant
commences the cure within such thirty (30) day period and thereafter diligently pursues completion of the same; (3) if Tenant shall
commence or have commenced against Tenant proceedings under a bankruptcy, receivership, insolvency or similar type of action and
the same is not discharged within sixty (60) days; or (4) if Tenant shall vacate the Premises for a period of more than 60 consecutive
days for a reason other than for remodeling, alterations, casualty or force majeure events; then it shall be optional for Landlord,
without further notice or demand, to cure such default or to declare this Lease Agreement forfeited and the said Term ended, or
to terminate only Tenant’s right to possession of the Premises, and to re-enter the Premises, with or without process of
law, using legal means to remove all persons or chattels therefrom, and Landlord shall not be liable for damages by reason of such
re-entry or forfeiture; but notwithstanding re-entry by Landlord or termination only of Tenant’s right to possession of the
Premises, the liability of Tenant for the rent and all other sums provided herein shall not be relinquished or extinguished for
the balance of the Term of this Lease Agreement and Landlord shall be entitled to periodically sue Tenant for all sums due under
this Lease Agreement or which become due prior to judgment, but such suit shall not bar subsequent suits for any further sums coming
due thereafter. Tenant shall be responsible for, in addition to the rentals and other sums agreed to be paid hereunder, the cost
of any necessary maintenance, repair or restoration, as well as reasonable attorney’s fees incurred or awarded in any suit
or action instituted by Landlord to enforce the provisions of this Lease Agreement, regain possession of the Premises, or the collection
of the rentals due Landlord hereunder. Tenant shall also be liable to Landlord for the payment of a late charge in the amount of
10% of the rental installment or other sum due Landlord hereunder if said payment has not been received within ten (10) days from
the date said payment becomes due and payable. Tenant agrees to pay interest at the lesser of the highest permissible rate of interest
allowed under the usury statutes of the State of Wisconsin, or 12% per annum, on all rentals and other sums due Landlord hereunder
not paid within ten (10) days from the date same become due and payable. Each right or remedy of Landlord provided for in this
Lease Agreement shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease Agreement
now or hereafter existing at law or in equity or by statute or otherwise. Notwithstanding anything herein to the contrary, Landlord
agrees to use commercially efforts to mitigate damages following a Tenant default.


 



    	 	
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ARTICLE 21
- LANDLORD’S DEFAULT


 


Landlord shall not
be deemed to be in default under this Lease Agreement until Tenant has given Landlord written notice specifying the nature of the
default and Landlord does not cure such default within thirty (30) days after receipt of such notice or within such reasonable
time thereafter as may be necessary to cure such default where such default is of such a character as to reasonably require more
than thirty (30) days to cure. If Landlord fails to cure such default in the time period aforesaid, then it shall be lawful for
Tenant to cure such default and, if such default involves the expenditure of money, deduct the cost thereof from the rent due or
accruing hereunder without liability for forfeiture of the Term or for default hereunder.


 


ARTICLE 22
- HOLDING OVER


 


Tenant will, at the
expiration of this Lease Agreement, whether by lapse of time or termination, give up immediate possession to Landlord. If Tenant
fails to give up possession Tenant’s holdover shall create a month-to-month tenancy. In such event the tenancy shall be upon
the terms and conditions of this Lease Agreement, except that the Minimum Rental shall be 150% of the Minimum Rental Tenant was
obligated to pay Landlord under this Lease Agreement immediately prior to termination. The provisions of this paragraph shall not
constitute a waiver by Landlord of any right of re-entry as otherwise available to Landlord; nor shall receipt of any rent or any
other act in apparent affirmance of the tenancy operate as a waiver of the right to terminate this Lease Agreement for a breach
by Tenant hereof.


 


ARTICLE 23
- SUBORDINATION


 


Tenant agrees that
this Lease Agreement shall be subordinate to any mortgage(s) that may now or hereafter be placed upon the Building or any part
thereof, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, and extensions
thereof, provided the mortgagee named in such mortgage(s) shall agree to recognize this Lease Agreement and shall not disturb Tenant’s
hereunder in the event of foreclosure, provided the Tenant is not then in default beyond any applicable period of notice or cure.
In confirmation of such subordination, Tenant shall promptly execute and deliver any commercially reasonable instrument, in recordable
form, as requested by Landlord’s mortgagee. In the event of any mortgagee electing to have the Lease Agreement a prior encumbrance
to its mortgage, then and in such event upon such mortgagee notifying Tenant to that effect, this Lease Agreement shall be deemed
prior in encumbrance to the said mortgage, whether this Lease Agreement is dated prior to or subsequent to the date of said mortgage.


 


ARTICLE 24
- INDEMNITY, INSURANCE AND SECURITY


 


A.                 
Tenant will keep in force at its own expense for so long as this Lease Agreement remains in effect commercial general liability
insurance with respect to the Premises in which Landlord shall be named as an additional insured, in companies and in form reasonably
acceptable to Landlord with a minimum combined limit of liability of Two Million Dollars ($2,000,000.00). This limit shall apply
per location. Said insurance shall also provide for contractual liability coverage by endorsement. Tenant will further deposit
with Landlord the certificates of such policies, which certificates shall provide that Landlord shall be notified in writing ten
(10) days prior to cancellation of such policies. Except to the extent arising from the negligence or willful misconduct of Landlord,
Landlord’s employees or anyone claiming through or under Landlord, Tenant further covenants and agrees to indemnify and hold
Landlord and Landlord’s manager of the Building harmless for any claim, loss or damage, including reasonable attorney’s
fees, suffered by Landlord, Landlord’s manager or Landlord’s other tenants caused by: i) the negligence or willful
misconduct of Tenant, Tenant’s employees or anyone claiming through or by Tenant in, at, or around the Premises or the Building;
ii) the conduct or management of any work or thing whatsoever done by Tenant in or about the Premises; or iii) Tenant’s failure
to comply with any and all governmental laws, rules, ordinances or regulations applicable to the use of the Premises and its occupancy.
If Tenant shall not comply with its covenants made in this Article 24, Landlord may, at its option, cause insurance as aforesaid
to be issued and in such event Tenant agrees to pay the premium for such insurance promptly upon Landlord’s demand.


 


B.                  
Tenant shall be responsible for the security and safeguarding of the Premises and all property kept, stored or maintained
in the Premises. Landlord will make available to Tenant, at Tenant’s request, the plans and specifications for construction
of the Building and the Premises. The placement and sufficiency of all safes, vaults, cash or security drawers, cabinets or the
like placed upon the Premises by Tenant shall be at the sole responsibility and risk of Tenant. Tenant shall maintain in force
throughout the Term, Causes of Loss – Special Form insurance upon all contents of the Premises, including Tenant’s
equipment and any alterations, additions, fixtures, or improvements in the Premises owned or installed by Tenant.


 



    	 	
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C.                  
Landlord shall keep in effect (i) Causes of Loss – Special Form insurance covering the Building and all other improvements
located on the Premises at full replacement value, and (ii) commercial general liability insurance against claims for personal
injury, death or property damage covering the Premises and Building and providing coverage with maximum limits of liability of
not less than Two Million Dollars ($2,000,000) for personal injury or death in the aggregate per policy year, and Two Million Dollars
($2,000,000) for property damage. The costs of such insurance policies shall be included in Operating Expenses.


 


D.                 
Landlord agrees to and hereby does indemnify and save Tenant harmless against all claims for damages to persons or property,
as well as all expenses incurred by Tenant on account thereof, including reasonable attorneys’ fees and court costs, by reason
of (i) the negligence or willful misconduct of Landlord, its employees or anyone claiming through or under Landlord, and (ii) Landlord’s
breach of the this Lease Agreement.


 


ARTICLE 25
- Notices, Demands and Other Instruments


 


All notices, demands,
requests, consents, approvals and other instruments required or permitted to be given pursuant to the terms of this Lease Agreement
shall be in writing and shall be deemed to have been properly give if (a) with respect to Tenant, sent by registered mail, postage
prepaid, or sent by telegram, overnight express courier, facsimile followed by overnight express delivery or delivered by hand,
in each case addressed to Tenant at the address for the Premises, and (b) with respect to Landlord, sent by registered mail, postage
prepaid, or sent by telegram, overnight express courier, facsimile followed by overnight express delivery or delivered by hand
in each case, addressed to Landlord at its address first above set forth along with a copy to any Mortgagee, if Tenant has been
advised of the address for such Mortgagee, delivered in the same manner; provided however that in no event shall Minimum Rent or
Additional Rent be deemed to have been made, given or delivered until actually received by Landlord. Landlord and Tenant shall
each have the right from time to time to specify as its address for purposes of this Lease Agreement any other address in the United
States of America upon fifteen (15) days’ written notice thereof, similarly given, to the other party and any Mortgagee.


 


ARTICLE 26
- APPLICABLE LAW


 


This Lease Agreement
shall be construed under the laws of the State of Wisconsin.


 


ARTICLE 27
- MECHANICS’ LIEN


 


In the event any mechanic’s
lien shall at any time be filed against the Premises or any part of the Building by reason of work, labor, services or materials
performed or furnished to Tenant or to anyone holding the Premises through or under Tenant, Tenant shall forthwith cause the same
to be discharged of record. If Tenant shall fail to cause such lien forthwith to be discharged within fifteen (15) days after being
notified of the filing thereof, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated
to, discharge the same by paying the amount claimed to be due, or by bonding, and the amount so paid by Landlord and all costs
and expenses, including reasonable attorney’s fees incurred by Landlord in procuring the discharge of such lien, shall be
due and payable in full by Tenant to Landlord on demand.


 


ARTICLE 28
- INTENTIONALLY DELETED


 


  


ARTICLE 29
- BROKERAGE


 


Each of the parties
represents and warrants that there are no claims for brokerage commissions or finder’s fees in connection with this Lease
Agreement, and agrees to indemnify the other against, and hold it harmless from all liabilities arising from any such claim, including
without limitation, the cost of attorney’s fees in connection therewith.


 


ARTICLE 30
- Intentionally deleted





 


ARTICLE 31
- ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS


 


Each party hereto agrees
that at any time, and from time to time during the Term of this Lease Agreement (but not more often than twice in each calendar
year), within ten (10) days after request by the other party hereto, it will execute, acknowledge and deliver to such other party
or to any prospective purchaser, assignee or mortgagee designated by such other party, an estoppel certificate in a form acceptable
to Landlord. Tenant agrees to provide Landlord (but not more often than twice in any calendar year), within ten (10) days of request,
the then most current financial statements of Tenant and any guarantors of this Lease Agreement, which shall be certified by Tenant,
and if available, shall be audited and certified by a certified public accountant. Landlord shall keep such financial statements
confidential, except Landlord shall be entitled to disclose such financial statements to existing or prospective mortgagees or
purchasers of the Building provided such prospective mortgagees or purchasers agree in writing to keep such financial statements
confidential. In the event Tenant is a publicly traded company, Tenant shall be permitted to provide an electronic link to its
then-most recent publicly disclosed financial disclosures in satisfaction of the requirements of this Article.


 



    	 	
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ARTICLE 32
- GENERAL


 


This Lease Agreement
does not create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord
and Tenant, the sole relationship between Landlord and Tenant being that of landlord and tenant. No waiver of any default of Tenant
hereunder shall be implied from any omission by Landlord to take any action on account of such default if such default persists
or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that
only for the time and to the extent therein stated. The covenants of Tenant to pay the Minimum Rental and the Additional Rental
are each independent of any other covenant, condition, or provision contained in this Lease Agreement. The marginal or topical
headings of the several Articles, paragraphs and clauses are for convenience only and do not define, limit or construe the contents
of such Articles, paragraphs or clauses. All preliminary negotiations are merged into and incorporated in this Lease Agreement.
This Lease Agreement can only be modified or amended by an agreement in writing signed by the parties hereto. All provisions hereof
shall be binding upon the heirs, successors and assigns of each party hereto. If any term or provision of this Lease Agreement
shall to any extent be held invalid or unenforceable, the remainder shall not be affected thereby, and each other term and provision
of this Lease Agreement shall be valid and be enforced to the fullest extent permitted by law. If Tenant is a corporation, each
individual executing this Lease Agreement on behalf of said corporation represents and warrants that he is duly authorized to execute
and deliver this Lease Agreement on behalf of said corporation in accordance with a duly adopted resolution of the Board of Directors
of said corporation or in accordance with the Bylaws of said corporation, and that this Lease Agreement is binding upon said corporation
in accordance with its terms. No receipt or acceptance by Landlord from Tenant of less than the monthly rent herein stipulated
shall be deemed to be other than a partial payment on account for any due and unpaid stipulated rent; no endorsement or statement
of any check or any letter or other writing accompanying any check or payment of rent to Landlord shall be deemed an accord and
satisfaction, and Landlord may accept and negotiate such check or payment without prejudice to Landlord’s rights to (i) recover
the remaining balance of such unpaid rent or (ii) pursue any other remedy provided in this Lease Agreement. Neither party shall
record this Lease Agreement or any memorandum thereof, and any such recordation shall be a breach of this Lease Agreement, void,
and without effect. Time is of the essence with respect to the due performance of the terms, covenants and conditions herein contained.
Submission of this instrument for examination does not constitute a reservation of or option for the Premises, and this Lease Agreement
shall become effective only upon execution and delivery thereof by Landlord and Tenant.


 


ARTICLE 33
- EXCULPATION


 


Tenant agrees to look
solely to Landlord’s interest in the Building and the rents, issues, profits and proceeds therefrom for the recovery of any
judgment from Landlord, it being agreed that Landlord and Landlord’s partners, whether general or limited (if Landlord is
a partnership) or its directors, governors, officers, managers, members or shareholders (if Landlord is a limited liability company
or corporation), shall never be personally liable for any such judgment.


 


IN WITNESS WHEREOF,
this Lease Agreement has been duly executed by the parties hereto as of the day and year indicated above.


 





	TENANT:	Sajan, Inc.	 	LANDLORD: River Valley Business Center, LLC





 


 





	BY:	/s/ Thomas P. Skiba	 	BY:	/s/ Shannon Zimmerman
	 	 	 	 	 	 	 
	 	ITS:	Chief Financial Officer	 	 	ITS:	CEO
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	BY:	 	 	BY:	 
	 	 	 	 	 	 	 
	 	ITS:	 	 	 	ITS:	







 


 






    	 	
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